This seems to be causing a bit of a fuss on POL
NOTICE IS GIVEN that the fourth annual general meeting of the Society will be held at The Victory Suite, Fratton Park, Frogmore Road, Portsmouth PO4 8RA on Monday, 23rd September 2013 at7.00 pm for the following purposes:
1 Ordinary business
1.1 to receive and consider the report of the Society Board and the statement of accounts of the Society for the period ended 31st March 2013;
1.2 to receive the results of the election of members of the Society Board.
1.3 to elect Taylor Cocks of 3 Acorn Business Centre, Northarbour Road, Cosham, Portsmouth, PO6 3TH as auditors for the ensuing year and authorise the Society Board to fix their remuneration.
2 Special business
2.1 to consider and if thought fit, pass the following as a Special Resolution:
"THAT the Society shall adopt the following additional Rules which shall be inserted after existing Rule 30 with the rules following the insertion being renumbered accordingly
31 The Society shall appoint three Directors ("Directors") of Portsmouth Community Football Club Limited (Company Number 7940335) ("PCFC") or such other number as may be agreed with the other shareholders of PCFC from time to time and shall appoint alternate directors for each.
32 Each appointment shall be for a period stipulated by the Board but any Director shall immediately resign if he or she is required to under Rule 38, or shall cease to be a member of the Society Board or a member of the Society.
33 No person shall be appointed a Director unless he or she has the relevant experience or qualifications to fit him or her as a Director of a public company nor if he or she is disqualified from being a member of the Society Board under Rule [65].
34 A director shall act without pay from PCFC, in good faith, in accordance with the Society's Rules and policies and shall comply with directions given by the Society Board.
35 A director shall attend all meetings of the PCFC Board so far as reasonably practicable and if he or she is unable to attend shall give reasonable notice to his or her alternate to attend in his or her place.
36 A director may withhold commercially confidential information from the Society Board provided to do so is not in conflict with the Society's Rules.
37 Each director shall promote the objects of the Society and transparency within PCFC.
38 Rules [66], [67], and [70] shall apply to each Director as though the word "Director" were read instead of "Society Board member" save in the case of Rule [67b] where the second reference to "Society Board members" shall remain unaltered."
REASON
The existing Rules do not provide for the ownership of the Football Club and the right of the Trust under the Shareholders Agreement to appoint not more than three Directors.
These Rules set out how they shall be appointed, what their duties are and how they must balance the requirements of the Club and the Board.
References to the numbering of Rules are to current Rules and will be changed if the Resolution is passed.
2.2to consider and if thought fit, pass the following motion:
that PST Board should be tasked to come up with a new “fit for purpose” Election Policy so that it is in place before the 2014 Elections after consultation with the Membership.
REASON
The new reality of PST as the majority shareholder in Portsmouth Community Football Club, means that a PST Trust Board Member could serve as a Director of the Football club. With this in mind it is paramount that the best possible candidates are elected by the Trust membership to the PST Board.
The current Trust Election process does not allow for Trust members to ask candidates about their views and experience. It also does not allow candidates to explain to Trust members what their views and ambitions for the future of the Trust are.
It is our view that the current PST Board Election process needs to be changed to give us the best chance of achieving that end.
The key changes we want to see are:
1. Candidates for Election should be allowed to communicate with Trust Members openly, using all available means including for example social media if they choose.
2. The Election process should allow for Candidates to be openly questioned by Trust Members in a number of Formal situations (perhaps including a hustings event in the Victory Suite, an online Q&A etc), to enable the membership to form a more rounded view of the Candidates capabilities.
3. Candidate applications and Member voting will in future be acceptable by electronic as well as traditional hard copy methods.
To ensure that this happens, we want the proposed new Election process to be brought back to the Trust Membership for vetting and approval, well in advance of the next set of Elections so that we then have a "fit for purpose" process in place for them.
Although we are aware of Motion 2.3 and that it overlaps this Motion, we do not wish the important and necessary revision of the Election Policy to be held back at all by a general revision of the Rules.
2.3to consider and if thought fit, pass the following motion:
The Members would like to thank Board members past and present for the successful purchase of the Club on behalf of the fans.
However, we recognise that the Rules and Election Rules are no longer fit for a Trust with a substantial stake in the ownership of the club. We therefore mandate the Board to set up a sub-committee to amend both, to reflect a co-operative business owner with a large number of stakeholders.
This should include ways of making the Trust a democratic, consultative body for the stakeholders. The sub-committee shall report back to the membership with the proposals at an EGM of the Trust to be heldno later than 31 March 2014.
REASON
The purpose of the motion is to mandate the Board to consult the membership and produce proposals for discussion over a sufficient period of time, not to try and set out in one motion at the AGM a pre-judged solution.
Date: 5th September 2013
By Order of the Board
Tony Foot
Secretary
A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and, on a poll, vote in his stead. A proxy may demand, or join in demanding, a poll. A proxy need not be a member of the company.
There are no service contracts with any member of the Board.
A Proxy Form is available on the website in the "Media" tab then "Downloads"
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The accounts for this past year are being finalised and will be published shortly
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Just a reminder, if you have not voted yet, you have until 6pm on Friday 6th September to submit your vote.
Send an email to elections@pompeytrust.com
Include your name, and then list up to six choices from the ones available, ie;
Tom Dearie
Mark Farwell
Stuart Hardman
John Kimbell
Ken Malley
Carl Paddon
Steve Tovey
Mick Williams
SJM1968, Yesterday at 11:51 AM Report
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